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EX-10.1 - EX-10.1 - Sierra Income Corp | d226155dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 12, 2016
Sierra Income Corporation
(Exact name of registrant as specified in its charter)
Maryland | 0-54650 | 45-2544432 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
280 Park Avenue, 6th Floor East
New York, NY 10017
(Address of principal executive offices)
Registrants telephone number, including area code (212) 759-0777
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment and Restatement of the Revolving Credit Facility
On August 12, 2016 (the Closing Date), Sierra Income Corporation (the Company) entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the Amended and Restated Revolving Credit Agreement), with the lenders (the Lenders) party thereto and ING Capital LLC, as administrative agent (the Administrative Agent). The Amended and Restated Revolving Credit Agreement amends and restates in its entirety the Companys Senior Secured Revolving Credit Agreement (the facility provided thereunder as so amended and restated, the Revolving Credit Facility).
The Revolving Credit Facility was amended to, among other things, (i) extend the revolving period until August of 2019, (ii) extend the final maturity date until August of 2020, (iii) provide for Lenders to make loans to the Company exclusively denominated in U.S. dollars or denominated in U.S. dollars and Canadian dollars, (iv) decrease interest rates under the Revolving Credit Facility (a) for ABR loans, to ABR (with a minimum of 0.0%) plus 1.75% and (b) for Eurocurrency loans, to LIBOR (with a minimum of 0.0%) plus 2.75%, (v) permit a step down of the interest rate when the Company fulfills the Step Down Condition (as defined in the Amended and Restated Revolving Credit Agreement) (a) for ABR loans, to ABR (with a minimum of 0.0%) plus 1.50% and (b) for Eurocurrency loans, to LIBOR (with a minimum of 0.0%) plus 2.50%, (vi) increase the commitment fee rate to 1.50% if the Companys used commitments are less than or equal to 40% of aggregate commitments, 0.75% if the Companys used commitments are greater than 40% and less than or equal to 65% of aggregate commitments and 0.50% if the Companys used commitments are greater than 65% of aggregate commitments and (vii) make changes to the borrowing base formulation.
As of August 12, 2016, total commitments under the Revolving Credit Facility were $175 million, comprised of $105 million in Dollar Commitments (as defined in the Amended and Restated Revolving Credit Agreement) and $70 million in Multicurrency Commitments (as defined in the Amended and Restated Revolving Credit Agreement).
Borrowings under the Revolving Credit Facility are subject to, among other things, a minimum borrowing/collateral base. Substantially all of the Companys assets are pledged as collateral under the Revolving Credit Facility. In addition, the Revolving Credit Facility requires the Company to, among other things (i) make representations and warranties regarding the collateral as well as the Companys business and operations, (ii) agree to certain indemnification obligations and (iii) comply with various affirmative and negative covenants. The documentation for the Revolving Credit Facility also includes default provisions such as the failure to make timely payment under the Revolving Credit Facility, the occurrence of a change of control or replacement of SIC Advisors LLC, the Companys registered investment adviser, and the failure by the Company to materially perform its obligations under the Amended and Restated Revolving Credit Agreement and the other Loan Documents (as defined in the Amended and Restated Revolving Credit Agreement), which, if not complied with, could accelerate repayment under the Revolving Credit Facility, thereby materially and adversely affecting the Companys liquidity, financial condition and results of operations.
The foregoing description of the Amended and Restated Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Revolving Credit Agreement attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
10.1 | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016, by and among the Company as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 17, 2016 | SIERRA INCOME CORPORATION | |||||
By: | /s/ Richard T. Allorto | |||||
Name: Richard T. Allorto, Jr. Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
10.1 | Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016, by and among the Company as borrower, the Lenders party thereto and ING Capital LLC, as Administrative Agent. |